Where We Stand on BOI Reporting: Less Than Two Weeks Left in the Year

As the end of 2024 approaches, US businesses are navigating the Beneficial Ownership Information Reporting (BOIR) requirements mandated by FinCEN. With less than two weeks left, now is the time to understand the latest updates, trends, and strategies to meet your obligations.

BOIR Rule 2024: Enhancing Transparency and Combating Financial Crimes

The BOIR rule took effect on January 1, 2024, requiring reporting companies to provide detailed information about their beneficial owners to FinCEN. This centralized database aims to increase transparency and fight financial crimes, reinforcing accountability across businesses.

BOI Overturned? Understanding the Recent Court Ruling

On December 3, 2024, a federal court issued a preliminary nationwide injunction temporarily halting enforcement of the BOI reporting requirements. While this pause creates uncertainty, it’s important to note that the Corporate Transparency Act (CTA) remains law.

On December 13, 2024, the U.S. Department of Justice (DOJ) filed an emergency motion with the Fifth Circuit Court of Appeals to lift the injunction while appealing the lower court’s decision. In response, the Fifth Circuit accelerated its briefing schedule, allowing for a decision as soon as December 27.

The court’s ruling could result in:

• A full stay, immediately reinstating BOI reporting deadlines nationwide.
• A partial stay, limiting the injunction to the plaintiffs in the case.
• A denial of the DOJ’s motion, keeping the pause in place for now.

Given how quickly this situation is unfolding, the January 1, 2025 deadline for pre-2024 reporting companies could be reinstated with little notice. Businesses that haven’t finalized their BOI reports should prepare to file now to avoid being caught off guard.

This is just the latest legal challenge to the CTA, but experts widely believe it will ultimately be upheld. Since its enactment in 2021, the CTA has withstood all previous legal hurdles.

Companies currently face two options:

1. File now and move on. The cost of doing so is minimal.
2. Wait and monitor the case, accepting the risk that enforcement could resume suddenly.

Businesses are strongly encouraged to file proactively to avoid last-minute chaos and potential penalties.

BOIR Filing Deadlines and the Risks of Delayed Reporting

Less than 30% of the 32.6 million entities impacted by the CTA have submitted their BOIR. 

The following BOIR filing deadlines were introduced when the CTA came into effect. 

• Companies formed before January 1, 2024, have until January 1, 2025, to file their initial BOIR reports.  
• Companies formed between after January 1, 2024 and December 31, 2024, must file their BOIR reports within 90 days of formation or registration.
• Companies formed between after January 1, 2025, must file their BOIR reports within 30 days of formation or registration.    

Note that while businesses are not currently required to abide by these filing deadlines, the Texas court decision is under appeal. If the appelate court grants a stay of injunction, the filing deadlines may be enforced immediately with little notice.

If that happens, businesses that have delayed their filings risk facing administrative challenges and potential penalties. In fact, FinCEN initially outlined strict penalties for failing to file BOI reports or providing false information. Civil penalties can reach up to $591 per day of continued violation, while criminal penalties include fines of over $11,000 and/or imprisonment for up to two years.

These deadlines are critical, and businesses must ensure timely filing to avoid penalties. For more information, see our Beneficial Ownership Information Reporting Guide.

Exemptions 

Confusion about exemption eligibility is one of the primary reasons many business owners have delayed filing their BOIR. Some hoped their business might qualify for an exemption, reasoning that entities with minimal revenues, no employees, or limited activity wouldn’t need to report. Unfortunately, this is a common misconception. If the Corporate Transparency Act (CTA) is upheld, the vast majority of these businesses will still need to file.

To qualify for the only broadly applicable exemption, known as the ‘large operating company’ exemption, a business must meet all of the following criteria:

• Report gross receipts or sales exceeding $5 million on the previous year’s tax return
• Have a US operating presence
• Employ 20+ full-time employees

While other exemptions exist, they are extremely narrow. For example, inactive entities, federally tax-exempt nonprofits, banks, and public utilities are exempt from filing. However, if the CTA is upheld, submitting a BOIR will be necessary for most businesses.

Trends in BOI Reporting

Given the close proximity to the filing deadline, several trends have emerged in the BOI reporting landscape:

Trend #1: Increased Awareness

FinCEN made early efforts to educate the public through resources like the Small Entity Compliance Guide, FAQs, educational webinars, and social media outreach. Despite these initiatives, awareness of BOIR requirements remained low until the recent court case brought the issue into the spotlight. While the injunction provides temporary relief, businesses face uncertainty. If the Act is upheld, the pause could end abruptly, leaving businesses scrambling to understand their obligations and meet filing deadlines. Acting now can prevent last-minute challenges and ensure compliance.

Trend #2: Adoption of Compliance Services

Many businesses are opting to partner with third-party compliance services to simplify the complexities of BOI reporting. These services not only streamline the process of collecting beneficial ownership information but also provide secure storage solutions, allowing businesses to easily reference submitted data for future updates or corrections.

For business owners, the realization quickly set in that their CPAs and attorneys, while invaluable in discussing the implications of BOI reporting, were not always the ideal choice for receiving, organizing, and transmitting the detailed information required for BOIR submissions.

By partnering with Harbor Compliance, businesses gain access to:

• Guided Information Collection: Streamlined processes for gathering accurate data on beneficial owners.
• Secure Data Storage: SOC-2-compliant portals to store information safely, ensuring easy retrieval for updates or corrections.
• Specialized Expertise: Teams dedicated to managing filings, reducing the risk of errors and missed deadlines.

Trend #3: Professional Advisors Outsourcing Filing

Some accounting and law firms initially offered to manage BOIR filings for their clients, aiming to provide proactive solutions and ensure compliance with the Corporate Transparency Act (CTA). Many of these firms continue to submit reports even today and are playing a critical role in helping their clients navigate the requirements and avoid being lulled into complacency by the preliminary injunction, which may only provide temporary relief.

However, as the volume of filings has grown significantly, many firms are finding themselves inundated with reports and struggling to keep up with the administrative demands. The sheer number of clients seeking assistance has led these firms to seek partnerships with specialized compliance service providers like Harbor Compliance to handle the overflow effectively.

By partnering with Harbor Compliance, these firms can focus on advising their clients on legal and tax implications while outsourcing the time-intensive tasks of information collection and report preparation. This collaboration ensures that clients meet their BOIR obligations proactively and efficiently, even amid the uncertainty surrounding the court injunction.

Trend #4: Technical Issues with FinCEN’s Website

In the period leading up to the injunction announcement, users of FinCEN’s Beneficial Ownership Secure System (BOSS) portal experienced multiple crashes due to high traffic volumes. Should the ruling be overturned as expected, the rush to file by the deadline will be even more pronounced.

Trend #5: Challenges in Identifying Beneficial Owners

Despite increased awareness, businesses continue to struggle with identifying beneficial owners. Harbor Compliance has partnered with licensed attorneys so you can ask an expert any questions about beneficial owners and anything related to BOI.

Simplify BOI Reporting with Harbor Compliance

Despite the current injunction, FinCEN continues to accept voluntary BOIR submissions through its BOSS. This platform remains operational, and resources like the Small Entity Compliance Guide and FAQs are available to help businesses navigate their obligations.

At Harbor Compliance, we go beyond providing guidance—we offer comprehensive tools and services to make BOI reporting effortless.

BOI Reporting Service: Compliance Made Simple

Our BOI Reporting Service streamlines the entire process:

• Guided Information Collection: Our secure system walks you through gathering the necessary details for your BOIR.
• Expert Report Preparation: Our specialists prepare and submit your report on your behalf, eliminating the hassle of using FinCEN’s occasionally unreliable BOSS portal.
• Annual Subscription Benefits: Includes up to four initial, updated, or corrected filings per year, all securely stored in our SOC-2-compliant portal for easy future access.

With Harbor Compliance, you’ll never have to worry about starting from scratch or losing track of past filings.

AI-Powered Assistance with BOI Bot™

Have questions? Our free, AI-powered BOI Bot™ offers an intuitive chat-based interface to provide real-time answers about your obligations, exemptions, and more.

Educational Resources for In-Depth Understanding

If you prefer to explore the background and specifics of the Corporate Transparency Act (CTA) and BOIR, our Beneficial Ownership Reporting Guide is a rich hub of educational content.

We also offer a monthly webinar, A Guide to Beneficial Ownership Information Reporting, that includes Q&A to answer all your in-depth questions on the topic. 

And, if you still have questions about your reporting obligations and feel you’d benefit from a conversation with an attorney, you can request a legal consultation with a professional experienced in advising clients on the CTA.

Tailored Solutions for Professional Firms

For professional services firms assisting clients with BOIR compliance, we offer custom partnership solutions to ensure you can meet your clients’ needs confidently:

1. Educational Support: Access expertly developed materials like personalized emails, blog articles, and webinars to inform your clients.
2. Streamlined Process: Clients can order services directly via a customized landing page we provide. From there, we handle all the filings.
3. Flexibility in Rewards: Choose between earning a 20% referral commission or passing along a 20% discount to your clients.

Why Partner with Harbor Compliance?

• Non-attorneys can confidently complete BOIR filings—FinCEN explicitly allows this.
• Avoid insurance liability concerns by outsourcing sensitive filing requirements to our experts.
• Focus on your core services while ensuring your clients meet their obligations with ease.

Harbor Compliance’s partnership solutions provide peace of mind, ensuring your clients stay informed and compliant—without adding to your workload.

Ready to simplify BOIR compliance for your business or your clients? Partner with Harbor Compliance today and experience the difference of a trusted compliance provider.